This paper investigates the extent, nature and causes of potential emigration in South Africa among young adults in tertiary institutions (South Africa's potential skills base). This study is based on a questionnaire designed by the Southern African Migration Project and administered by Markinor to a sample of 4,784 students from universities, technikons and nursing colleges. The study uses the methods of factor analysis and reliability analysis to determine which indicators are most adept at measuring potential emigration. The study then uses a multivariate regression analysis to determine which factors best explain potential emigration. Findings show that the strongest predictor is whether families would support or discourage students from moving, followed by students perceptions' of the lives of other individuals who have already moved, especially with regard to whether they lead better lives and have found jobs for which they were trained for. Potential emigration is also increased when students believe family prospects to be better overseas, information about overseas opportunities are more readily accessible and when they themselves perceive logistics to pose no great challenge. Potential emigration is decreased when patriotism is high. Interestingly, the study reveals that 'push factors' are less influential than 'pull factors' in explaining the likelihood of potential emigration. The paper concludes by outlining policy implications.